Exhibit 10.3 


 


			 



  


	DATED	29 June	2020






 


(1) MEPC MILTON PARK NO.1 LIMITED AND
MEPC MILTON PARK NO.2 LIMITED


  


and 


 


(2) REPLIMUNE LIMITED


 


deed
of variation


 


relating to a lease of


 


69 and 70 Innovation Drive


Milton Park  


 


Knights plc


Midland House


West Way


Botley


Oxford


	OX2 0PH	




 






    



     


    




 


	 	PARTICULARS
	DATE	:	29
June 2020         
	LANDLORD  	:	MEPC
MILTON PARK NO. 1 LIMITED (Company number 5491670) and MEPC MILTON PARK NO. 2 LIMITED (Company number 5491806), on
behalf of MEPC Milton LP (LP No. 014504), both of whose registered offices are at Sixth Floor, 150 Cheapside, London EC2V 6ET;
	TENANT  	:	REPLIMUNE LIMITED
(Company number 09496393) whose registered office is at 69 Innovation Drive, Milton Park, Abingdon, Oxfordshire, United Kingdom,
OX14 4RQ



  


BACKGROUND


 


		(A)	This Deed is supplemental to the Lease;



 


		(B)	The Landlord and the Tenant have agreed that the Lease shall
                                         be varied as set out in this Deed.



 


The parties
agree as follows:


 


		1	definitions



 


		1.1	In this Deed, unless the context requires
                                         otherwise, the following definitions shall apply:



  


	Landlord	includes successors in title to the freehold estate in the Property;
	Lease	a lease of the Property dated 4 April 2016 made between (1) MEPC Milton Park
    No. 1 Limited and MEPC Milton Park No. 2 Limited and (2) Replimune Limited, a copy of which is appended to this Deed, and
    all documents supplemental thereto;
	Licence to Alter	a licence to carry out works outside the Property dated 7 February 2019 made
    between (1) MEPC Milton Park No. 1 Limited and MEPC Milton Park No. 2 Limited and (2) Replimune Limited;
	Property	69 and 70 Innovation Drive, Milton Park, Abingdon, Oxfordshire OX14 4RQ as
    more particularly defined in the Lease; and
	Tenant	includes successors in title to the term created by the Lease.


 


		1.2	The Particulars are incorporated in and
                                         form part of this Deed so that in this Deed the words and expressions set out in the
                                         Particulars shall have the meanings ascribed to them in the Particulars.



 






    
	 

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		1.3	Expressions defined in the Lease shall
                                         (save where the context requires otherwise) have the same meanings as in this Deed.



 


		1.4	The provisions of the Lease relating to
                                         its interpretation apply to this Deed except to the extent that they are expressly varied
                                         by this Deed.



 


		2	variation



 


In consideration of the sum of
one pound (£1) paid by the Tenant to the Landlord (receipt of which the Landlord acknowledges) it is mutually agreed and
declared that with effect from the date of this Deed the Lease shall be varied in accordance with the provisions set out in the
Schedule.


 


		3	continuing effect



 


		3.1	The Landlord and Tenant acknowledge
                                         that by entering into this deed that there has been a deemed surrender and re-grant of
                                         the Lease. The Landlord and Tenant confirm that the new lease created by this Deed is
                                         granted in consideration of the surrender of the Lease.



 


		3.2	Notwithstanding the effect of clause 3.1,
                                         the Parties intend that all of the terms, requirements, covenants, conditions, stipulations
                                         and provisions of the Lease shall apply to the lease created by this Deed, save to the
                                         extent any such terms requirements, covenants, conditions, stipulations and provisions
                                         are modified by this Deed through the provisions contained in the Schedule.



 


		4	Licence to Alter



 


The parties hereby agree and acknowledge
that the provisions of the Licence to Alter shall continue in full force and effect notwithstanding the effect of clause 3.1 and
that references to the “Lease” in the Licence to Alter shall be deemed to refer to the lease created by this Deed.


 


		5	exclusion of contracts (rights of third
                                         parties) act 1999



 


A person who is not a party to
this Deed shall not have any right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Deed.


 


		6	SUCCESSORS



 


This deed
binds the respective successors in title of the Landlord and the Tenant.


 


		7	exclusion of security of tenure



 


		7.1	The Landlord and the Tenant agree that
                                         sections 24 to 28 of the 1954 Act shall be excluded from the tenancy created by this
                                         Deed;



 


		7.2	The Landlord has served on the Tenant
                                         a notice as referred to in section 38A(3)(a) of the 1954 Act and the Tenant has made
                                         a statutory declaration pursuant to the requirements of Schedule 2 of the 2003 Order
                                         the original or a true copy of which declaration is annexed to this Deed.



 


		8	Registration



 


Promptly
following the completion of this deed, the Tenant shall apply to register this deed at HM Land Registry in order to close the
Tenant's registered title number ON325431 for the Lease and to register the new lease granted by this Deed against the Landlord's
registered title number ON130606.


 


		9	GOVERNING LAW



 


This deed
and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual
disputes or claims) shall be governed by and construed in accordance with the law of England.


 






    
	 

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		10	JURISDICTION



 


Each party
irrevocably agrees that the courts of England shall have exclusive jurisdiction to settle any dispute or claim arising out of
or in connection with this deed or its subject matter or formation (including non-contractual disputes or claims).


 


Executed
by the parties as a Deed on the date stated at the beginning of this document


 






    
	 

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SCHEDULE


 


Agreed Variations to the Lease 


 


		1.	In the Prescribed Clauses, LR6. amended as follows:



  


	LR6.Term
    for which the Property is leased	 	From
        and including 4 April 2016

         

        To
        and including 3 April 2031

         

	 	 	 


		2.	In the Lease Particulars the definition of “Contractual
                                         Term” shall be deleted and substituted by the following:



 


“Contractual term: fifteen (15)
years from the 4 April 2016 to and including 3 April 2031”


 


		3.	Clause 1.1 [Definitions] and in the Lease
                                         Particulars the definition of “Break Date” shall be deleted and
                                         substituted by the following:



 


“Break Date means 4 April 2026;”


 


		4.	In Clause 1.1 [Definitions] the definition of
                                         “Principal Rent” and “Initial Principal Rent” in
                                         the Lease Particulars shall both be deleted and substituted by the following:



 


“Principal Rent means:


 


From and including the Rent Commencement Date to
and including 3 December 2016: ONE HUNDRED AND THIRTY NINE THOUSAND FIVE HUNDRED AND SEVEN POUNDS AND SEVENTY FIVE PENCE (£139,507.75)
per annum;


 


From and including 4 December 2016 to and including
23 June 2020: TWO HUNDRED AND SEVENTY NINE THOUSAND AND FIFTEEN POUNDS AND FIFTY PENCE (£279,015.50) per annum;


 


From and including 24 June 2020 to and including
24 December 2020: ONE HUNDRED AND THIRTY NINE THOUSAND FIVE HUNDRED AND SEVEN POUNDS AND SEVENTY FIVE PENCE (£139,507.75)
per annum;


 


From and including 25 December 2020 to and including
the day before the Review Date: TWO HUNDRED AND SEVENTY NINE THOUSAND AND FIFTEEN POUNDS AND FIFTY PENCE (£279,015.50) per
annum;


 


Subject to increase in accordance with the Second
Schedule;”


 


		5.	In Clause 1.1 [Definitions] and in the Lease
                                         Particulars the definition of “Review Date” shall be deleted and
                                         substituted by the following:



 


“Review Date means each of the First
Review Date and the Second Review Date, whichever is relevant, and Relevant Review Date shall be interpreted accordingly;”


 


		6.	In Clause 1.1 [Definitions] the following shall
                                         be added as new definitions:



 


“First Review Date means 4 April 2021;”


 


“Second Review Date means 4 April 2026;”


 






    
	 

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		7.	Clause 8.1 [Break Clause] shall be deleted and
                                         substituted by the following:



 


“The Tenant may terminate the Contractual Term
on the Break Date by giving to the Landlord not less than twelve (12) months’ previous notice in writing;”


 


		8.	Clause 8.2 [Break Clause] shall be deleted and
                                         substituted by the following:



 


“Any notice given by the Tenant shall operate
to terminate the Contractual Term only if:


 


(i) the Principal Rent reserved
by this lease has been paid by the time of such termination; and


 


(ii) the Tenant gives the Landlord
possession of the Property on termination free from any sublease and any third party occupational interests; and


 


(iv) the Tenant has previously
paid to the Landlord in cleared funds a sum equivalent to three months’ Principal Rent then payable;”


 


		9.	A new Clause 8.6 shall be added as follows:



 


“If the Tenant does not terminate this Lease
on the Break Date in accordance with this clause 8 then the Principal Rent shall be reduced by half for the period of six (6)
months immediately following the Break Date and for the avoidance of doubt the Principal Rent shall resume to its full amount
immediately following this six (6) month period.”


 


		10.	The Second Schedule [Rent Review] shall be
                                         deleted and substituted by the following:



 


“1. In this Schedule:


 


		1.1	First Review Date means the First Review Date;



 


		1.2	Second Review Date means the Second Review Date;



 


		1.3	Review Date means each of the First Review Date and
                                         the Second Review Date, whichever is relevant, and Relevant Review Date shall
                                         be interpreted accordingly;



 


		1.4	Current Rent means the Principal Rent payable under
                                         this lease immediately before the Relevant Review Date;



 


		1.5	Index means the Retail Prices Index (All Items: including
                                         housing and mortgage costs) published by the Office for National Statistics or (if not
                                         available) such index of comparative prices as the Landlord shall reasonably require;



 


		1.6	Indexed Rent means Current Rent multiplied by (A/B)
                                         per annum where:



 


A = The figure shown in the Index
for February 2021 (for the First Review Date) or February 2026 (for the Second Review Date); and


 


B = the figure shown in the Index
for February 2016 (for the First Review Date) or February 2021 (for the Second Review Date)


 


		1.7	Revised Rent means the new Principal Rent following
                                         the Relevant Review Date pursuant to paragraph 2 (for the First Review Date) or paragraph
                                         3 (for the Second Review Date) of this Second Schedule.



 


		1.8	Rack Rental Value means the annual rent (exclusive
                                         of VAT) at which the Property might reasonably be expected to be let in the open market
                                         at the Second Review Date;



 






    
	 

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ASSUMING


 


		(a)	the letting is on the same terms as those contained in
                                         this lease but subject to the following qualifications:



 


		(i)	the term shall commence on the Second Review Date and be
                                         five (5) years;



 


		(ii)	the amount of the Principal Rent shall be disregarded,
                                         but it shall be assumed that the Principal Rent is subject to review on the terms of
                                         and at the same intervals as the Principal Rent under this lease;



 


		(b)	the Property is available to let as a whole, with vacant
                                         possession, by a willing landlord to a willing tenant, without premium;



 


		(c)	the Property is ready, fit and available for immediate
                                         occupation and use for the Permitted Use;



 


		(d)	all the obligations on the part of the Tenant contained
                                         in this lease have been fully performed and observed;



 


		(e)	no work has been carried out to the Property which has
                                         reduced the rental value of the Property;



 


		(f)	if the whole or any part of the Property has been destroyed
                                         or damaged it has been fully reinstated;



 


		(g)	that there is no alternative basis in the hypothetical
                                         lease for the assessment of rent on review other than for assessment of the Rack Rental
                                         Value;



 


BUT DISREGARDING:


 


		(g)	any goodwill attached to the Property by reason of any
                                         business carried on there;



 


		(h)	any effect on rent of the fact that any Tenant and any
                                         undertenant is or has been in occupation of the Property;



 


		(i)	any effect on rent of any improvements at the Property
                                         made with the Landlord’s consent by the Tenant or any undertenant, except improvements
                                         carried out pursuant to an obligation to the Landlord or at the expense of the Landlord;



 


PROVIDED THAT the Rack Rental Value shall be that
which would be payable after the expiry of any rent free period or concessionary rent period for fitting out (or the receipt of
any contribution to fitting out works or other inducement in lieu thereof) which might be given on a letting of the Property,
so that no discount reduction or allowance is made to reflect (or compensate the tenant for the absence of) any such rent free
or concessionary rent period or contribution or other inducement.


 


		1.9	Expert means a surveyor
                                         (who shall be a Fellow of the Royal Institution of Chartered Surveyors with at least
                                         ten (10) years’ experience in the letting and valuation of premises of a similar
                                         nature to and situate in the same region as the Property) agreed between the Landlord
                                         and the Tenant, or in the absence of agreement nominated on the application of either
                                         party by the President for the time being of the Royal Institution of Chartered Surveyors.



 






    
	 

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		2.	The Principal
                                         Rent shall be reviewed on the First Review Date to the higher of:



 


		2.1	the Current Rent (disregarding any suspension or abatement
                                         of the Principal Rent); and



 


		2.2	the Indexed Rent ascertained in accordance with this lease.



 


		3.	The Principal
                                         Rent shall be reviewed on the Second Review Date to the higher of:



 


		3.1	the Current Rent (disregarding any suspension or abatement
                                         of the Principal Rent); and



 


		3.2	the Indexed Rent ascertained in accordance with this lease;
                                         and



 


		3.3	the Rack Rental Value on the Second Review Date agreed or
                                         determined in accordance with this lease.



 


		4	The Rack Rental
                                         Value at the Second Review Date shall be:



 


		4.1	agreed in writing between the Landlord and the Tenant; or



 


		4.2	determined by an Expert (acting as an expert) on the application
                                         of either Landlord or Tenant at any time after the Second Review Date;



 


		5	In the case of
                                         determination by an Expert:



 


		5.1	the Expert will be instructed to afford the Landlord and
                                         the Tenant the opportunity to make written representations to him and comment upon written
                                         representations received by him;



 


		5.2	if an Expert dies, refuses to act or becomes incapable of
                                         acting, or if he fails to notify the parties of his determination within 2 months after
                                         receiving the last submission delivered to him, either the Landlord or the Tenant may
                                         apply to the President for the time being of the Royal Institution of Chartered Surveyors
                                         to discharge him and appoint another in his place;



 


		5.3	the fees and expenses of the Expert and any VAT thereon
                                         shall be paid by the Landlord and the Tenant in such shares as the Expert shall decide
                                         (or in equal shares if the Expert does not decide this point); if one party pays all
                                         the Expert’s fees and expenses, the paying party may recover the other’s
                                         share from the other party, in the case of the Landlord as arrears of rent.



 






    
	 

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		6.	If a Revised
                                         Rent has not been ascertained by the Relevant Review Date:



 


		6.1	the Current Rent shall continue to be payable until the
                                         Revised Rent is ascertained;



 


		6.2	when the Revised Rent is ascertained:



 


6.2.1 the Tenant shall pay
within 14 days of ascertainment of the Revised Rent:


 


		(i)	any difference between the Principal Rent payable immediately
                                         before the Relevant Review Date and the Principal Rent which would have been payable
                                         had the Revised Rent been ascertained on the Relevant Review Date (the Balancing Payment);
                                         and



 


		(ii)	interest on the Balancing Payment at Base Rate from the
                                         date of dates when the Balancing Payment or the relevant part or parts would have been
                                         payable had the Revised Rent been ascertained on the Relevant Review Date;



 


6.2.2 the Landlord and Tenant
shall sign and exchange a memorandum recording the amount of the Revised Rent.


 


		7.	Time shall not
                                         be of the essence for the purposes of this Schedule.



 


 


 


		11.	In the Lease Particulars the definition of
                                         “Review Type” shall be deleted.



   






    
	 

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	EXECUTED as a DEED by 

        REPLIMUNE LIMITED acting by

         

         

         

        A director in the presence of:

         
	 	/s/ Colin Love


	 	 	  

	 	 	Director
	 

         

         

        /s/ Sam Goddard
	 	 
	 

         

         

         
	 	 
	Witness Name: Sam Goddard 

         

        Address: 

         

        Occupation:

         
	 	 


 






    
	 

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